Pros And Cons
by DannyFan66
Summary: CC's working on a little project and it seems to be making her well a little happier...or is it? Let me know what you think. N/CC One Shot... - D


Disclaimer: I don't own any part or character from The Nanny…yet.

A/N: Seems like one shots are the story du jour…so I decided to whip one off…so to speak. Let me know what you think… - D

**PROS AND CONS**

CC sat on the little green sofa toiling over something that seemed rather pressing to anyone who entered the office. "Miss Babcock?" Fran tried to pull her away from her work. "Uhm…Miss Babcock?"

"What is it, Fran?" CC asked without looking up from the task at hand.

Fran just looked at her oddly at hearing her actual name. "Uhm…lunch is ready and Max wanted me to come and collect you."

"Ok, thanks." CC answered. "I'll be there in just a few seconds."

Fran watched her for a moment and shook her head leaving the office. "Ok, I'll let him know."

"Maybe if I just get it out of my system I can finally put it behind me." CC offered to the empty room. "Yeah…right." CC closed the folder and headed into lunch.

Fran sat in her usual place. "Miss Babcock said she'd be just a minute."

"I'm sorry, everyone. I was in the middle of a thought and wanted to get in on paper." CC tapped the folder in her hand and set it on the table in front of her.

Niles brought her a plate. "Can I take that for you, Miss Babcock?" Niles offered to take the folder.

"No…no…" CC nearly snapped clapping her hands onto the folder. "I'm not finished with it yet so I'll just keep it here with me, thanks."

Niles shot Fran a look and shrugged. "Miss Babcock, you've been working on that folder for three days…what is it?" Fran asked letting her curiosity get the better of her.

"Oh it's just an idea I have that I need to flesh out before I can share it with…anyone." CC smiled nervously.

"Uh huh…" Fran glanced up and Niles, and operation 'get that folder' was set into action.

Later that afternoon CC was hard at work on her 'project' yet again and Niles moved about the office 'dusting'. "Max!" Fran called lightly as she swept into the office. "I'm taking Gracie to the Loehmann's. She needs a dress for the father daughter dance at school on Friday. Is there anything special you'd like me to get?"

"Uhm…no Fran, I leave it in your capable hands." Max offered and dropped a kiss on her cheek.

Niles tossed out as Fran headed out of the office. "Will you be home for dinner, Mrs. Sheffield?"

"Don't worry about us, Niles. We'll pick up something while we're out." Fran winked at him.

Max stood up. "I won't be here for dinner either, Niles. I've got a meeting with Elizabeth Caldwell and the other committee members this evening."

"Miss Babcock, will you be staying for dinner? I'm sure I can whip something up for you?" Niles offered hoping to get another shot at that folder.

"Just you, me and the children…I don't know…Niles…" CC made a face.

Niles laughed lightly. "The children have other plans. So it would just be the two of us."

"Well, I suppose I can get some work done and a free meal is never a bad thing." CC tossed out keeping her usual place on the green loveseat.

Niles smirked. "Very good, Miss Babcock, is there anything special you'd like?"

"Oh, whatever is fine, Niles. Like I said, I'll have work to do." CC answered without pulling her attention from her 'project.'

Later that evening, Niles had changed into more casual attire. Dressed now in jeans and a pale blue pullover he walked into the office. "Miss Babcock…" He started. "Dinner's ready…I've set it up out on the terrace…it's a lovely night and the dining room seemed like overkill. I hope that's alright."

"That's fine, Niles. I'll be out in a minute." CC didn't raise her eyes from the yellow legal pad in her lap. "What did you make?"

Niles turned to leave the office. "Mushroom Risotto." He was gone and didn't see CC's head pop up from her task.

"Mushroom Risotto?" CC whispered softly to the empty office. "That's my favorite." A small smile crossed her lips and she made a few quick notations on her legal pad and tucked it into the folder marked "Private" and opened the French doors to the terrace where Niles had set a lovely table for the two of them. CC sat and waited for Niles to return with their dinner.

"Her you are." Niles reached over her shoulder an placed the plate on the folder she was never without of late. "I hope you like it…it's my own recipe."

CC couldn't help but admire his backside while he took care of the serving cart and poured them each a glass of wine. "You changed out of your…what would you call it…uniform?"

"Well, technically yes…it's a uniform…but Max allows me a little freedom with it." Niles took his seat.

CC tilted her head and looked him over as he sat across from her. "You know, Niles. I like this look. It's not so…stuffy. You look different dressed casually. More…"

Niles frowned a bit and raised an eyebrow. "More what?" He had to ask.

"I don't know…it's hard to put into words." CC crossed her arms over her chest. "I guess more…relaxed, maybe." CC broke her gaze before he caught her. CC took an ample forkful of her dinner and slipped it into her mouth. "Mmmmmm, Niles…this is amazing." CC savored the taste of her favorite meal.

Niles looked at her suspiciously. "Thank you, Miss Babcock. I know you favor it, why don't you ever ask for it?"

"Well, a rather long time ago I was dating a chef and I asked him to make it for me. He said it was…how did he put it…" CC leaned back and sipped at her wine while she tried to remember. "Now I remember, he said it was an arduous task with little reward. Then he added that he didn't particularly care for it."

"He sounds like an ass." Niles slipped a forkful of his dinner into his mouth before he realized what he'd said. "Oh…I uhm…I'm sorry, that was inappropriate." Niles took a sip of wine.

CC laughed genuinely. "No…that's a rather accurate description of him really."

"Well, never having met him, I'll defer to you. But as for arduous…it's hardly a difficult recipe. A little time consuming, perhaps, the best things are worth waiting for." Niles looked up and caught her watching him. "What?"

"Nothing." CC took a sip of her wine. "Thank you, Niles…for taking the time to make my favorite dinner."

Niles smiled. "You're quite welcome, Miss Babcock. You deserve it."

"Really?" CC smirked at him.

Niles thought for a moment. "You've been working very hard on something lately. I thought you deserved a little break."

CC opened her mouth to speak when her cell phone rang. "Excuse me a minute, Niles." CC answered her phone. "CC Babcock? Oh, yes Senator Reynolds thank you for getting back to me so quickly." CC covered the phone and turned to Niles. "I'll be right back." When she stood from the table her folder slipped to the chair unnoticed by either of them.

Niles finished eating his dinner while watching CC's back as she stood in the office leaning against Max's desk. "Her Risotto is going to be cold when she gets back I'd better cover it." Niles spoke to the air. He moved around to her side of the table and saw the file oh her chair.

Just as Niles picked up the file CC returned. "What are you doing, Niles?" CC asked firmly but not yet angered.

Niles turned with the file in one hand and her dinner in the other. "I was going to cover your risotto and I noticed your folder had fallen onto the chair." Niles offered simply.

CC swallowed the small lump. "Did anything fall out of it? Did you see any of it?" CC asked in what Niles could only describe as a bit of a panic.

"No…I'd never look at your personal papers, Miss Babcock." Nile frowned with affront.

"Since when?" CC shot.

Niles thrust the folder at her. "Would you like me to reheat your dinner?"

"No, Niles. I'm sorry." CC took the folder as Niles returned her plate to the table. "I didn't mean to insinuate that …I'm sorry."

Niles was confused by this new contrite CC. "It's alright, Miss Babcock…I do have a bit of a reputation for snooping."

They sat in relative silence as CC finished her dinner and Niles more than ever wanted to see what was in that folder.

"Are you ready for dessert?" Niles asked as CC cleaned her plate.

CC's eyes went up in shock. "You made me dessert?"

"Of course. You can't have mushroom risotto without dessert." Niles smiled.

CC stood from the small table. "I have to visit the little producer's room. You get dessert and I'll be right back." Niles watched as CC left the terrace and moved smoothly through the office leaving the folder tucked safely under her plate.

Niles cleared CC's plate and looked down at the folder. "What could be so private that she'd get that uncomfortable at the idea that I'd seen it. Not to mention leave it here after I've all but told her I snoop." Niles definitely felt very confused now. "Maybe she wants me to look." Niles wondered aloud still looking down at the folder marked 'private' in her careful script. "No…"

Niles moved away unaware that CC had watched the entire scene from must behind the office door. "That's my Niles." CC whispered softly and made her way quickly to the powder room.

When CC returned her folder was untouched and her plated slice of chocolate peanut butter cheese cake was waiting for her. "Wow…mushroom risotto and chocolate peanut butter cheese cake? Are you trying to spoil me, Niles?"

"Well, a woman should be spoiled on occasion. But I must confess…the dessert I planned before I knew the house would be empty. So…there loss is our gain." Niles smiled as he took a bite of cheese cake into his mouth. "Did your chef ever make this for you?" Niles asked just making conversation.

"Oh…no." CC shook her head. "This would be way too time consuming for him. I mean…I suppose at the restaurant he must have made it, but not just for me, no." CC swirled a bit of cheese cake around her mouth. "I guess I wasn't worth the effort. Come to think of it, he rarely even cooked for me. He said something about it being his job and not something he wanted to do with his off time."

"He still sounds like an ass." They laughed together.

* * *

The next afternoon CC was again on the little green love seat working on her legal pad and her 'project'. "CC," Max started. "I'm going to need you to run to the theatre and deal with the costume parade today."

"Alright, Maxwell." CC stood and slipped her folder into her brief case. "Did you hire a photographer or videographer to shoot the parade or should I borrow Hazel's camera?"

"Why not just take Niles with you. He can shoot the photos and that way you can make notes." Max suggested.

Niles looked at her and they both rolled their eyes. "I'll go get my camera. Do you just want quick regular shots or should I get my real camera?" Niles asked.

"Uhm…I'm not sure..." CC stammered. "Maxwell?"

"Take the good camera, Niles. We may end up using some of these shots for promotional purposes." Max answered without looking up from his desk.

Niles started out of the office. "I'll just go get my camera and meet you at the door. Alright, Miss Babcock?"

"Uhm…yeah. That's fine, Niles." CC waited as Niles left the office. "Max…what does Niles' mean his real camera?"

"Hmmm?" Max finally looked up. "Oh, Niles took a few photography classes in college, he's really rather good. You just tell him what you want and he'll get it." Max returned to his work but not before noticing that CC pulled out her folder and made a few furious notes.

Later that night after CC and Niles returned from the costume parade and dinner had been served and cleared, Niles and Fran sat in the kitchen. "So, Niles…didja get a look at the special project?"

"No, Fran." Niles shook his head. "I'm not sure I want to anymore. She seemed really rather distressed at just the thought that I'd seen it."

"Uhm…" Fran narrowed her eyes suspiciously. "How are you and what have you done with Niles?"

Niles laughed lightly. "It's still me, Fran. I just don't think it's a big deal. I mean we all have secrets…right?"

"Oh yeah? Like what?" Fran scoffed at him.

"Well, off the top of my head…you guard your age like it were Fort Knox." Niles tossed her a look.

Fran tossed right back. "Well, you keep your real family name a secret." Fran headed to the fridge. "It isn't even on your driver's license." Niles head snapped around to look at her. "I'll bet…" Fran tried to cover…unsuccessfully.

"You've been in my wallet?" Niles nearly shouted as CC blew into the kitchen.

CC looked at the staring match. "Who's been in your wallet, Benson?"

"Mrs. Sheffield went into my wallet to look at my driver's license for my last name." Niles was just a little angry.

CC looked at the still frozen Fran. "Fran, you really don't know Niles' last name?" CC seemed genuinely shocked.

Fran and Niles' heads both snapped around to look at the beautiful blonde. "Uh…you know Niles' last name?" Fran asked casually, a little offended.

"Uhm…" CC noticed the fear on Niles' face that the yenta of all yenta would know is last name. "Nope. I don't see the big deal. What was Benson's last name?" CC asked.

"DuBois." Fran answered flatly.

"Ok…what about…Mr. French…what was his first name?" CC asked again.

"Giles." Fran answered again.

"Well what about…" CC started thinking.

Fran smirked. "Mr. Belvedere?"

"Yeah…Mr. Belvedere…what was his first name?" CC asked more smugly.

"Lynn." Fran dropped easily. "This is fun…like a game show. Know Your TV Butlers."

CC looked between the two. "Well, I gotta go." CC turned and left the kitchen.

Fran strolled over to the table. "Niles…does Miss Babcock know your last name?"

"Uhm…she does handle all the financials for Mr. Sheffield, I suppose it's possible." Niles tossed. "But that doesn't get you off for going through my wallet, Fran."

"Niles…" Fran started. "This is supposed to be about us trying to find out Miss Babcock's secret, not each others."

"It's probably nothing, Fran." Niles stood and started up the back steps. Suddenly Fran's eyes got very big.

"You like her." Fran practically yelled.

Niles stopped dead in his tracks his hand poised on the railing. "Wha…what?"

Fran did a slow turn to look at his back which he intentionally kept to her. "You like Miss Babcock! That's why you don't want to snoop into her personal folder."

"I don't have any idea what you're talking about, Fran." Niles wouldn't face her knowing his face would give him away.

Fran moved quietly up behind him. "Turn around, Niles." Fran asked softly.

"I have work to do, Fran." Niles offered but didn't move.

"It's after eight, Niles. You're done for the day." Fran stood right behind him and got an idea. Fran whipped Niles' wallet out of his back pocket. "So…what else is in this you don't want me to see?"

Niles spun around with a look on his face somewhere between fury and fear. "Fran…give me my wallet."

"Niles…" Fran held the wallet just out of his reach. "First I have to say, I'm glad you stopped keeping this in the front pocket, it's a lot easier to get out of the back." Niles frowned then remembered the 'Las Vegas incident'. "I won't even open it…if you'll just confess."

"Fine…what do you want to know?" Niles stepped toward her slowly making Fran take small slow steps away from him toward the door into the dining room. "I promise…I'll tell you anything you want to know…how about my last name…do you still want to know my last name?"

Fran was still backing up as CC came in the kitchen door and snatched the wallet from Fran's hand inadvertently opening it. She saw the look of fear on Niles' face and knew she wore the same look when she found him with her folder. "Fran…a man's wallet is like a woman's purse…it's supposed to be off limits." CC closed the wallet and handed it to a grateful Niles, but not before catching a glimpse of the photo inside.

* * *

The next morning CC blew into the dining room. "Hello, hello!"

"Good morning, CC." Max offered.

"Where are the children?" CC asked as she took Brighton's usual chair.

Fran answered. "They all had early play dates…well I guess technically they're regular dates now, but I bet they play a little." Fran cackled a little.

"Oh, so what's on the agenda for you today, Nanny Fine?" CC asked as Niles gave her a plate of food. "Thanks, Niles."

Fran looked a little shocked at her politeness with Niles. "Oh, I'm going to do a little shopping with Val."

"What are we doing today, Max?" CC asked as she took a bit of her breakfast.

Max sighed. "I have a flight this morning on the concord to London to take care of that little problem with our Revival of The Pajama Game…" Max answered.

"Oh…you mean the cast?" CC tossed out her sultry laugh and Max frowned. "Oh…I'm sorry, Maxwell. Do you need me to come with you?"

"I think I can take care of this one on my own, CC. You have work to go here, a dozen contracts came in today for approval." Max offered. "We'll both have our hands full for the day, I'm afraid." Max stood. "Niles…I doubt that I'll be home for dinner."

"Very well, Sir. I've packed your things they're by the front door. Are you sure you don't want me to drive you?" Niles asked again.

"No, thanks, Niles, I'll just grab a cab. Once you've cleared up breakfast, you just take the rest of the day. I don't suspect the children will be home for the rest of the day either. If by chance they're here for dinner order from Mr. Wong's." Max sighed. "Well, I'm off. I'll see you all tomorrow."

"Me too." Fran stood up and CC was surprised to see her already dressed. "Loehmann's is opening early this morning." Fran touched Niles' shoulder. "Have a nice day…Niles." Fran winked and glanced back at CC."

"What was that all about, Niles?" CC asked him and noticed him filling a plate. "Sit with me, Niles, I hate to eat alone." Niles pulled out Fran's chair. "No…sit here." CC tapped Max's chair.

Niles returned Fran's chair and pulled out Max's chair. "I don't think Mr. Sheffield would appreciate my taking his chair."

"Well, Mr. Sheffield isn't here and I want you to sit there." CC dropped. "This is really wonderful, Niles."

"Well, I knew about Max's flight and he hates airplane food so I knew he wouldn't eat well if he didn't have a full breakfast." Niles took a bit of his breakfast and watched as CC turned and scribbled something into 'that' folder. "Miss Babcock…I know that's a private folder, but I must say you've been pouring over it for nearly a week without reprise…I'm a little concerned that you're…obsessing."

CC chuckled. "Well, I suppose I am. But it's nearly complete. I've only got a little bit more to do before I can review the entire thing and be done with it at last, never to consider it again." CC sighed happily.

"That seems a little odd. You've toiled so hard on it…just to put it away forever?" Niles frowned in his confusion.

"Well," CC thought for a moment. "Without going into too much detail, it's a sort of list…of pros and cons. Dr. Bort assigned it to me. At first I thought it was just ridiculous, but after the first few days it became really…fun. She told me to take a week and right down all the pros and cons of…well about something and then go over it and see what it tells me."

Niles raised his eyebrow. "So…what have you discovered so far? If you feel comfortable telling me."

"Actually…I've been really surprised. There are far more pros than I ever could've imagined. There are still cons…but I haven't compared them side by side yet. It's mostly a folder full of one liners." CC was very excited.

Niles smiled at her excitement. "So you have no idea which list is longer…pro or con?"

"Nope…But I imagine its con…it has to be. It was supposed to be a cleansing process of sorts. Get the idea out of my head completely." CC finished her breakfast. "Thanks, Niles…this was a really great breakfast."

"You're very welcome. Miss Babcock?" Niles stood and started to clear the table. "If you're certain it's con…why the list…and how do you know you're being honest with yourself?"

"Well," CC stood with the folder in her hands. "I promised myself and Dr. Bort that I would write down everything that occurred to me, pro or con. It's the only way for it to be honest and accurate. I'd only be cheating myself right? If I want to put this ridiculous notion behind me completely…I have to do it justice."

"And have you?" Niles asked.

CC smiled. "I really have. I'm even looking for extra pros…just to make sure I'm not just phoning it in."

"Well, I wish you luck in achieving your goal." Niles smiled genuinely and took their plates into the kitchen. CC dropped the folder again onto the table and scribbled another note. Just as she was about to close the folder a soft smile moved across her face as she remember something then she scribbled something else.

Niles strolled into the office in more casual attire again. "Miss Babcock…would you like anything special for lunch?"

CC was again toiling over something, this time those contracts Maxwell dropped at her feet this morning. "Uhm…something light, Niles if that's ok…I just have to finish this last contract and I'll meet you in the kitchen."

"Actually, I thought we'd eat up in the solarium…it's beautiful this time of day." Niles suggested.

CC looked up at him finally catching sight of him in his khakis and yellow long sleeved polo. "That would be nice, Niles. I'll be up in…half an hour?"

Niles nodded. "That'll be fine."

Niles made grilled cheese sandwiches and cream of tomato soup. He knew it was another of CC's never mentioned favorites. "Niles…I don't know how you do it, but this is the best."

"Well, you said something light and this is one of my favorite light lunches from when I was a boy." Niles sat and smiled remembering.

"Well it was very thoughtful of you to go to the trouble." CC smiled.

Niles frowned. "Trouble? You're kidding right? Grilled cheese is no trouble it takes less than ten minutes and the soup well a little longer because I make mine from scratch and not a can, but still."

"Oh, well…I don't usually make it for myself…even from a can." CC smirked.

Niles grinned and raised his eyebrow. "Why do I know there's a reason."

"My Nana used to make this for me every day for lunch when I visited her and Grampy in England over the summers." CC volunteered.

Niles smiled at her story. "That's a nice memory, but I don't see why you don't make it."

"I can't get it like she used to. It never tasted the same." CC confessed.

Niles stopped in mid bite. "Oh…I'm sorry. I didn't mean to ruin a memory."

CC instinctively reached out and touched his hand. "You didn't, Niles…just to opposite. It's just like Nana's. Must be something essentially English about it." CC laughed.

"Well, I'd better get down to the office. It's list compiling time." CC smiled. "I want you to know that I hope these more pleasant moments will continue after I've compiled my list. I think my mood has been considerably better since I've started working on it…don't you?"

"Well, while I must admit, you have seemed to be in better spirits. You have to promise me that we won't completely lose that witty banter and occasional zinger I've come to count on." Niles smiled at her.

"I promise…Hazel." CC stood and winked. "Now clean up this mess or I'll glue your dust mop to the floor and you won't have a date for the movies."

Niles stood and gathered the plates. "That's my girl." He tossed a wink and watched her head back to the office.

CC shook her head at him and let her thought drift as she worked her way back down to the office. _"He's a good man, that Niles. I don't know why I ever started giving him a hard time. He's hard working and does a good job. Maxwell would be just lost without him. And when…"_ CC sighed even in thought. _"When Sara died…Niles held us all together. I really have to make it a point to be less harsh in our little game of one-up-man-ship."_

CC spent the rest of the afternoon hold up in the office with the door locked. Niles knocked only once just before dinner to check on her. "Miss Babcock? I'm planning on starting dinner…would you like anything special?"

"No, Niles…I'm not going to eat…thanks." CC called from behind the door sounding somewhat agitated, Niles thought.

"Just buzz me on the intercom if you need anything." Niles called through the door wondering what had changed since their lunch.

It was well into the evening when Niles went by the office to check on CC again. This time the door was opened and the room dark. "Miss Babcock?" Niles slid up the dimmer switch and looked around. "Now why did she sneak out of here like that?"

* * *

The next morning it was CC Babcock, Bitch of Broadway that entered the dining room instead of the kinder, gentler CC the family had finally gotten used to. "Hey, Hazel…can I get a plate over here?"

"CC," Max frowned at her. "You could be a little more polite, after all Niles does take very good care of all of us.

"Yeah…whatever." CC scoffed. Niles shrugged at the look he received from Max.

"Uhm…Miss Babcock? Are you feelin' alright? You seem a little edgy today." Fran asked carefully.

CC's head snapped up. "Nanny Fine, I am not edgy today. I'm just fine. Now if you could please put something in your mouth so I don't have to listen to you while I try to force down this swill that Hazel tries to pass off as food."

"CC!" Max barked making Fran jump a bit. "That's completely uncalled for."

CC rolled her eyes. "I'm sorry, Max. I'm just not in a good mood today…alright?"

"I'm not the one you need to apologize to." Max went back to his meal.

CC started chewing on her bottom lip. This little habit didn't go unnoticed by Niles either. _"What's got her so upset? She's not really angry…what is it?"_ Niles wondered in silence while CC tried to pull together an apology.

Without meeting his eyes, CC tossed out an apology of sorts. "I'm sorry, Niles. It's very good, thanks."

"It's fine, Miss Babcock. Everyone is entitled to an off day." Niles tried to clue in Max and Fran that something was amiss with their friend, but it went unnoticed…by everyone but CC.

"What's that supposed to mean?" CC barked.

Max looked at her again. "CC…the man just forgave you for insulting him and tried to explain it away as a bad day and you're jumping down his throat again. What's gotten into you?"

"He's never really nice to me, Max. It's all an act…that's all it ever is…tell him, Niles." CC leered at Niles, seething in anger. "Tell him!" CC shouted.

Niles looked at her with great concern and worry written all over his face which only served to fuel her fury. "Don't look at me like that…like you care about what's bothering me, like you give a crap about me at all. Tell him the truth…it's some grand set up for some brilliant joke." CC could feel her eyes filling with tears she knew she'd never stop if they started. She popped up from her chair. "I'm sorry, Max. I'm going to need a few days off. I'll get myself all sorted out and I'll be back in a few days right as rain. I promise." CC turned and she was gone.

"Well, what in the hell was all that about?" Fran asked in sheer shock worried that maybe CC had finally lost it completely.

Max shook his head. "I have no idea. I'm sorry old man. You always seem to bear the brunt of it."

"That's quite alright, Sir." Niles eyes hung at the spot he last saw her. Her emotions were raw and exposed and her ability to control them was fading fast. "Sir, since you'll be at the theatre all day and Miss Fine has planned to spend the day with Val and her mother, might I have the day off?"

Max looked up at his friend and saw the concern in his face. Niles had always had a rather protective streak where CC was concerned. Well, ever since Sara died. And even though it remained unsaid, Maxwell knew. "Of course, Niles, you take all the time you need."

Niles decided to change his clothes and not check on CC in his full butler gear. So he quickly slipped into his khakis and a dark green pullover before grabbing the keys to the Mercedes and heading over to CC's penthouse. Niles parked in the garage beneath CC's building and used his key to take the resident's elevator to the 25th floor.

Niles stepped out of the elevator and walked carefully up to CC's door. He knocked. There was no answer. He knocked louder. Still there was no answer. He banged a bit and called out. "Miss Babcock…it's Niles…the family is very worried…please open the door." He was greeted by only silence. He pulled out his cell phone and dialed. He heard the machine behind the door click on and his own voice ring out. "Miss Babcock…please…open the door. I know you're here. I had Charlie keeping an eye on you. Please…let me in." The machine cut him off and he dialed again. "I'm going to use my key…that's right…I have a key…"

Niles tucked his phone away and unlocked CC's front door. He entered carefully and closed it behind him. "Miss Babcock?" Niles took a few steps into the apartment only to hear her crying softly in the bedroom. Niles sighed heavily with relief and a whisper escaped his lips. "Thank God. If she's crying at least she's…" Niles made his way to her bedroom door and what he saw shocked him.

CC was in her pale peach silk pajamas, radiant even with the tears streaming down her cheeks. She was sitting against the headboard in the middle of her king sized bed surrounded by sheets of yellow paper, small notes and scribbles on everything from receipts to napkins. "You have us all rather worried…"

CC said nothing. She made no move to yell or get up or throw something, she just sat there crying. Niles' heart was breaking at the mere sight of her. He moved slowly to the bed and moving the papers aside he took a small space on the edge of the bed. "Now…what's all this?"

CC inhaled deeply and released it trying to curb the tears. "It's the list."

"The pros and cons…?" Niles clarified. CC nodded. "But you were so happy about it just yesterday…what's changed to make you first so angry and now so very sad?"

"I went through all of them. The little slips of paper, the strewn notes, the little scribbled thoughts. Every last one, and put them on two lists…Pros and Cons." CC sadly explained. It didn't turn out the way I thought so I'm right back where I started." The tears threatened to fall again. "Pathetic…I know."

Niles reached out and brushed an errant tear from her face and rested his hand on top of hers. "Not pathetic. Sometimes things don't turn out the way we think…it doesn't make them bad or wrong…just different than expected. Surprises can be nice, Miss Babcock."

CC was chewing at her bottom lip again when she finally pulled her face up to look at him. "Why are you here, Niles?"

Niles answered. "I told you…we were all…"

CC cut him off. "Come on, Niles…why are you here?"

"Alright, I was worried. Not Max, he thinks you're PMSing and Fran agrees. I know better. I was worried, you scared me this morning and I was worried about you. So I asked for the rest of the day off so I could come here and make sure you were alright." Niles stopped talking but was now sitting very close to her. "You're turn. What's got you so upset?"

"I don't want to talk about it…" CC tried to put him off.

"Tough. I came here because I was worried. I told you the truth. I want the same consideration from you." Niles stay firm and his hand held hers now preventing her from fleeing his presence.

"Fine!" CC yelled louder than even she had intended. "It's all this." CC waved her free hand over the bed. Then, shaking free of Niles' hand she started grabbing at the bits and pieces of paper and reading. "Knows me better than anyone." CC read another. "Actually seems to listen." CC continued grabbing at the papers and reading. "Fantastic kisser. Eyes I could live in forever. Has a fabulous rear view." CC's eyes got big but she continued. "Keeps a photo of me in his wallet. His last name starts with B so no monogram change."

Niles sat silently with a slight frown on his face still not sure of what or whom CC was barking out information about. His thoughts ran through his head as she continued calling out snippets of information. _"What is all that…the pros…pros of what…or who? Why does this have her so angry...?" _Niles pulled himself back to her mad ranting.

"Seems to know things no one else knows about me. Cares what happens to me. Has an excellent sense of humor. Is a great dancer. I only feel safe when he's around. His amazing scent. The feel of his arms around me." CC's tears started falling again. "There were so damn many pros if wouldn't fit on one sheet…" CC curled into a ball and rolled facing away from him, then thrusting two sheets of yellow legal paper at him. "See for yourself."

Niles took the two yellow sheets of paper and his eyes shot to the top of his head when he read the top line silent shock. _"The __**PROS**__ of being in love with Niles." _Niles read the list silently seeing many that he'd heard her read off already. "These are all about…" Niles swallowed before he continued. "Me?"

CC nodded but didn't turn to face him. Niles sighed. "What about all the cons?" He asked softly. CC thrust another yellow sheet of paper back at him without turning and Niles took it. He couldn't help but let the smile grace his face when he the title. "The many **CONS** of being in love with Niles."

Niles read down the list. "1. Hello…it's Niles. 2. My mother would freak out. 3. Hello, it's Niles. 4. My friends…never mind. That's it?" CC nodded again. "What about 5. Niles is just a butler?"

"I don't care about that…it was just fun to pick on you." CC responded softly still not facing him.

"Ok," Niles thought some more. "What about…Niles can't afford to keep me in the style to which I've grown accustomed."

"Oh what do I care? I can afford to keep me in the style to which I've grown accustomed and it's made me terribly unhappy." CC answered simply.

Niles grinned. "Ok, what about… Niles is a mean, miserable, old man."

"You're not really mean and I make you miserable. And you're only two years older than Max so only six years older than me." CC stopped crying but still didn't turn to face him.

Niles smiled again and shifted a bit closer to her. "Well, what about…Niles will expect me to have a bunch of servant spawn."

"I've always thought we'd make beautiful babies and you'd be the best daddy ever." CC sounded more like herself, but still refused to turn to face him.

Niles nodded as she answered. "What about…Niles has loved me since the first day I walked into his life and will devote himself to making me happy?"

CC was silent and slowly she rolled over to face him. "What?"

Niles looked down into her eyes. "I said, I've loved you since the first day you walked into my life and I will devote myself to making you happy?"

"Do you mean that?" CC asked softly.

Niles looked at her 'PROS' list. "Number 6. I've never known Niles to lie to me."

"But what about all the names and pranks and zingers?" CC asked him softly.

Niles smiled at her. "Number 18. We have a certain way of keeping each other on our toes and expressing affection that's unique to us."

"What if I get mean and surly and horrible as I age?" CC smiled for the first time since Niles arrived.

"Number 37," Niles started. "Niles always knows just when to save me from myself."

"Oh, Niles…what if it's just too late for us. What if we try and it goes horribly wrong?" CC leaned up on her elbow.

Niles took a deep breath. "Number 118, I gave my heart to Niles nearly twenty years ago and I can finally stop fighting myself and lying to myself and be happy in the arms of the man I love."

"Why are you hear, Niles?" CC asked softly and smiled.

Niles caressed her cheek. "Because I love you with all my heart and I was worried and terrified that you were sad or in pain or both, and I wanted to come here and hold you in my arms and tell you that it would be ok."

"I love you too, Niles." CC smiled up at him.

Niles stood and grabbed the pen from the night stand. "Shall I add that to the list?"

"Uhm…" CC smirked at him and whipped the covers on her bed sending all the papers flying around the room. "Nope. No more lists for me. I've got the real thing." CC reached for him. "Stay with me?"

"I'll never leave again." Niles kissed her warmly.

"Now that…we can add to the list."


End file.
